f8k081308ex10i_ea3aspire.htm


     

    Intellectual
Property Rights Sales Agreement

     

    Eiwa
Kokudo Kankyo, Inc. (hereafter, "Eiwa") is selling the Intellectual Property of
the Aqua-make system to Aspire Japan, Inc. (hereafter, "Aspire") with following
conditions.

     

    (Sales of
Intellectual Property)

     

    
      	
              1.  

            	
              Eiwa
      is selling the Intellectual Property of the Aqua-make system defined below
      to Aspire.

            


    

     

    Definition
of the selling Intellectual Property: All registered patent, work-in-progress
patent, and business and operation know-how of the Aqua-make system defined in
the Intellectual Property valuation report produced by IP Trading
Japan.

     

    (Price
and Payment Plan)

     

    
      	
              2.  

            	
              Aspire
      must pay Japanese 600 Million YEN (When Japanese Yen is 110 Yen to a US$1,
      600 Million Japanese Yen is US$5,454,545) (excluding applicable sales tax)
      to Eiwa for the above described Intellectual Property with the following
      payment schedule.

            


    

    
    

     

    
      	
               (1)
       

            	August 29.
      2008	      
              50
      million Japanese Yen (Approx. US$454,545)

            
	 	 	 
	
               (2)  
      

            	September 12,
      2008	50 million Japanese
      Yen (Approx. US$454,545)
	 	 	 
	
               (3)  
      

            	September 30,
      2008 	200 million Japanese
      Yen (Approx. US$1,818,182)
	 	 	 
	
               (4)  
      

            	October 31,
      2008/08/07	300 million Japanese
      Yen (Approx. US$2,727,273)


    

     

    
      	
               
      

            	
              (Approximate
      figure calculate with US$1=110 Japanese
Yen)

            


    

     

    (Registration
transfer documents)

     

    
      	
              3.  

            	
              Eiwa
      agrees to transfer the registered holder of the official patent to Aspire
      after receiving all payments described above from Aspire. Aspire agrees to
      pay for the direct expense to transfer the registered holder of the patent
      to Aspire from Eiwa.

            


    

     

    (The
timing of the bill of rights transfer)

     

    
      	
              4.  

            	
              Aspire
      understands that Aspire receives full rights of the Intellectual Property
      when the payment is paid fully.

            


    

    


     

    
      
         

      

      
        Page 1 of
3

        
          

        

      

      
         

      

    

     

     

    (Re-sell
rights of this Intellectual Party to the third party)

     

    
      	
              5.  

            	
              Eiwa
      agrees that Aspire can sell the rights of this Intellectual Property to
      the third party as soon as Aspire sign this agreements. Aspire agrees that
      the registration of the holder of the Intellectual property to the third
      party occurs when the payment described above section 2 is made in
      full.

            


    

     

    (Non-Refundable)

     

    
      	
              6.  

            	
              Aspire
      agrees that Eiwa will not refund the payments received from Aspire in any
      case.

            


    

     

    (Collateral)

     

    
      	
              7.  

            	
              Eiwa
      agrees that Eiwa will eliminate any collateral or security against this
      Intellectual Property described above section
1.

            


    

     

    (Patent
Payment)

     

    
      	
              8.  

            	
              Aspire
      agrees that Aspire will pay for any extra patent that Eiwa may have paid
      for the new patent before October 31,
2008.

            


    

     

    (Non-Disclosure)

     

    
      	
              9.  

            	
              Aspire
      agrees that Aspire will not disclose any information regarding the
      Aqua-make system to the third
party.

            


    

     

    (Indemnification)

     

    
      	
              10.  

            	
              Aspire
      understands the meaning and legal consequences of the representations and
      warranties contained in this agreement, and agrees to indemnify and hold
      harmless the Eiwa and each member, officer, employee, agent or
      representative thereof against any and all loss, damage or liability due
      to or arising out of a breach of any representation or warranty, or breach
      or failure to comply with any covenant, of the Aspire, whether contained
      in this Agreement.

            


    

     

    (Violation)

     

    
      	
              11.  

            	
              In
      the event that Eiwa and Aspire feels that the other party has violated the
      agreement. this case will use the civil
code.

            


    

     

    (Dispute)

     

    
      	
              12.  

            	
              In
      the event that Eiwa and Aspire have misunderstanding or problem regarding
      this
      agreement. Eiwa and Aspire both agree to reconcile the differences within
      three business days by conducting a gentleman's
      meeting.

            


    

     

     

    
      
         

      

      
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3

        
          

        

      

      
         

      

    

     

     

    (Appropriate
court)

     

    
      	
              13.

            	
              This
      agreement is governed by the Japanese law, and if there is any court
      issue, Eiwa and Aspire agree that Osaka, Japan as the
    court.

            


    

     

    Date:
August 13, 2008

     

    Translated
Version

     

    Ryouichi
Okamoto, CEO

    Eiwa
Kokudo Kankyo, Inc.

    Hiroshima,
Japan

     

    Translated
Version

     

    Ken
Osaka, CEO

    Aspire
Japan, Inc.

    Newport
Beach, CA USA

     

     

     

     

     

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